AFFLUENCE

Directors’ Report


To,
The members of
Techno Electric & Engineering Company Limited

Your Directors take pleasure in presenting the 11th Annual Report, along with the audited accounts of the Company, for the year ended March 31, 2016.
 
Financial Performance

Your Company has registered comparatively a better financial performance for the year ended March 31, 2016. Brief financial details of its EPC business and Power Generation business are provided below:   
       (Rs. in Lakhs)

Dividend         
 
Your Directors recommended a final dividend of Rs. 2 per equity share of nominal value of Rs. 2 each for the financial year ended March 31, 2016 in addition to the interim dividend of Rs. 3 per equity share paid for the year under review making the total dividend for the year at Rs. 5 per equity share.


Reserves

Your Directors have proposed to transfer Rs.8,000 lacs to General Reserve and Rs. 1,000 lacs to Debenture Redemption Reserve for the year under review.





Operational Performance

EPC Business:

Your Company has significantly improved its performance during the year under review and registered significant increase in turnover and profit. The turnover stood at Rs.1,03,283.78 lakhs and profit after tax at Rs. 12,467.76 lakhs from EPC Business. During the year, the Company had taken calculative decisions while participating in the bidding process to have quality jobs with better margins. Your Company has successfully participated and bagged many quality orders in the financial year under review which has improved its Order book to all time high.Most of the projects are funded by World Bank, ADB  & KFW (Germany). Your Company has capitalized the opportunities to the fullest extent possible depending upon its capabilities during the year. The reflection of its better performance during the year is once again linked to the timely completion of projects and commitments to deliver quality. Overall, the power sector in the Country is in a much better position now and is also expected to continue in the coming years. Your Company is all set to face the positive challenges and will move ahead in the growth path. As seen in the last part of the financial year, the Wind power sector is also in the process of revival and the policies of the Central Govt. will play a key role in that direction.

During the year 2015-16 the following projects were completed successfully:

Turnkey contract for supply, civil, erection, testing and commissioning of 400/220 kV sub-station at Urvakonda in Ananthpur District of Andharapradesh from APTRANSCO.

Turnkey contract for sub-station Package S1 for extension of 765 kV Solapur sub-station and extension of 765 kV Aurangabad sub-station under Transmission System associated with Inter-regional System Strengthening Scheme for WR & NR-Part A, extension of 765 kV Raichur sub-station and extension of 765 kV Kurnool sub-station under system strengthening in Southern Region-XXII.

Contract for supply of equipment for 400/220 kV GIS sub-station and associated 400 kV LILO at Patran in the state of Punjab.

Turnkey contract for construction of (2x160+2x50) MVA, 220/132/33 kV Grid Sub-station Sonenagar (new) with 2 nos. 132 kV bays extension at remote end with SAS under BRGF Phase-III of Bihar State Power Transmission Co. Ltd.

Supply, erection, testing and commissioning of fuel oil handling system package for Prayagraj Thermal Power Project (3x660 MW) at Tehsil-Bara, Dist. Allahabad, Uttar Pradesh.

Turnkey contract for procurement and construction of 132/33 kV sub-station at Dhanaha, Construction of 132 kV bays one each at Bettia, Sasaram, Mohania, Dinara, Lakhisarai and Sheikpura and Construction of four 33 kV bays at remote end 33/11 kV PSS for downlinking of 132/33 kV GSS at Dhanaha, ICB No. 5/Package-G-BSEB/ADB/2010 from BSEB. (ADB funded);

Turnkey Contract for Construction of New 132/33KV Substation at   Fort Portal, Extn. of New 132/33KV Substation at Fort Portal and Extn. of 132/33KV Substation at Mbarara North 2, Nkenda & Opuyo for Uganda  Electricity Transmission Company Ltd., Uganda.

The following projects are on-going and are in advance stage of completion and are expected to be completed as per schedule:

Turnkey execution of 400/132 kV switchyard for Kameng Hydroelectric Project (Package-VI), Arunachal Pradesh for NEEPCO Ltd., Shillong.

Turnkey contract for construction of 400/220/66 kV Switchyard at 2x660 MW Kudgi TPS in Bijapur district of Karnataka from NTPC.

Turnkey contract for supply, erection, testing, commissioning works of 400/220/132 kV sub-station at Jammalamadugu (Kondapuran) with 2x400 kV bay extensions at Narnoor (Kurnool) from APTRANSCO.

Contract for supply, inland transportation, insurance, installation, testing, commissioning of switchyard package for Meja TPP (2x660 MW) of Meja Urga Nigam Pvt. Ltd.

Turnkey contract for substation package for - i) Extension of 765 kV Angul sub-station, 765 kV Jharsuguda sub-station and 765 kV Dharamjaigarh sub-station under transmission system associated with East Coast and NCC power projects in Srikakulam area, Andhra Pradesh – Part-B (Under Project ID 159), ii) Construction of 400 kV Srikakulam (New) sub-station and extension of 765 kV Angul sub-station under transmission system associated with East Coast and NCC power projects in Srikakulam area, Andhra Pradesh – Part-C (under Project ID 160), iii) Extension of 400 kV Srikakulam pooling station under consultancy to East Coast Energy Pvt. Ltd. (Under project ID 353), iv) Extension of 400/220 kV (AIS) Melakottaiyur sub-station under SRSS-XVIII (under Project ID278), v) Extension of Kota sub-station under RAPP 7&8, Part A (under Project ID 295) for PGCIL.

Turnkey contract for supply, erection, testing and commissioning of 400/220 kV sub-station at Asupaka and extension of 400 kV & 220 kV power supply to Indira Sagar Rudramkota Lift Irrigation Project at Asupaka, Khammam District for Transmission Corporation of Andhra Pradesh Ltd.

Turnkey contract for construction of (2x160+2x50) MVA, 220/132/33 kV Grid sub-station Samastipur(new) with 2 nos. 132 kV bays extension at remote end with SAS under BRGF Phase-III of Bihar State Power Transmission Co. Ltd.

Design, manufacture, testing at manufacture's works and delivery of equipments required for work of construction of (2x160+3x50) MVA, 220/132/33 kV Grid sub-station, Musahari (Muzaffarpur) complete with (SAS) under Special Plan/BRGF, Phase-III against NIT No. -477/PR/BSPTCL/2013 on turnkey basis on firm prices.


Supply relating to Balance of Plant (BOP) and construction package for Coal Fired Thermic Fluid Heaters (CHH) Project for Mitsubishi Chemicals Corporation PTA India Corp. (P) Ltd. at Haldia, West Bengal.

Turnkey contract for portion of work of sub-station package S1 for extension of 765/400 kV Raigarh (Tamnar) sub-station under transmission system associated with Bus Reactor & ICT in WRTS.

Turnkey construction of (2x160+2x50) MVA, 220/132/33 kV Grid sub-station, Kishanganj (New), 2 Nos. 220 kV line bay extension at existing 220/132/33 kV Madhepura GSS, 4 Nos. 220 kV line bay extension at 220/132/33 kV Supaul (New) GSS and 2 Nos. 132 kV line bay extension at existing 132/33 kV GSS at Kishanganj & Forbisganj on turnkey basis with (SAS) under Special Plan (BRGF) Phase-III -Part-II.

Turnkey execution of distribution package for Village electrification works in Gopalganj district of Bihar on turnkey basis under 12th Plan of Rajiv Gandhi Grameen Vidyutikaran Yojana.

Construction of 400 kV / 220 kV GSS at Ramgarh (Jaisalmer ) and Augmentation work at existing 400 / 220 kV GSS Akal ( Jaisalmer ) on turnkey basis (ADB funded).

Turnkey construction of 400/220 kV Mathura new sub-station (including Transformer and Reactor) (for Element-I) associated with transmission system for evacuation of Power from Lalitpur TPP, UPPTCL under consultancy services to PGCIL.

Turnkey contract for sub-station Package S2: 1) Under installation of Bus Reactor and ICT in WR a) 400/220 kV Damoh sub-station extn. including 500 MVA, 400/220 kV ICT, b) 2 x 63 MVAR, 400 kV Switchable Line Reactors at Rajgarh sub-station for Rajgarh-Sardar Sarovar 400 kV D/C line. 2) Under Solapur STPP Part-A, a) 400 kV Solapur sub-station extn. 3) Under RAPP 7 & 8 a) extension of 400 kV Sujalpur sub-station with 2x50 MVAR Line Reactors.

Turnkey contract for installation of Green Energy Corridors-ISTS-Part-A in SR i) 400/220 kV Tirunelveli GIS sub-station along with 2 x 125 MVAR, 400 kV Bus Reactor & 2 x 500 MVA, 400/220 kV 3 Phase Auto Transformer ii) extension of 400 kV Tuticorin pooling station.

Turnkey contract for sub-station package SS02 for 765/400 kV Ajmer (New) sub-station and extension of 400 kV Ajmer (RVPN) sub-station associated with Green Energy Corridors-ISTS-Part-A in North Region. 

Turnkey contract for substation package SS01 for 765/400kV Chittorgarh (New) substation and extension of 400kV Chittorgarh (RVPN) substation associated with Green Energy Corridors-ISTS-Part-A in North Region.


During the year, the Company was successful in bagging many prestigious orders, the major amongst them are:

On-Shore Supply, Service and Off-Shore contract for substation package for STATCOM Installations at 400kV Solarpur, 400kV Satna & 400kV Aurangabad in Western Region.

Construction of 4 Nos. 400kV feeder bays for terminating 400kV PGCIL lines at existing IEC:61850 compliant 400kV GSS Chittorgarh including supply, erection, testing & commissioning of equipments / material and associated civil works of RRVPNL.

Contract for Ex-works (India) & CIF (Indian Port-of-Entry) supply and providing all services of Switchyard Package for Tanda Thermal Power Project, Stage-II (2x660 MW) of NTPC Ltd.

Contract for Supply and Service of Substation Package-SS01 for (a) Extension of 400kV Bachau S/s under Transmission system strengthening associated with Mundra UMPP (Part-A) & (b) Extension of 400kV & Construction of 220kV (New) Indore Substation [including 2x500 MVA, 400/220/33kV auto transformer] and (c) Extension of 400kV & 220kV Itarsi Substation [including 1x500 MVA, 400/220/33kV auto transformer] under WRSS-XIV of PGCIL.

Contract for Supply and Service of Substation Package-SS02 for (i) 765kV Vindhyachal Pooling Station Extension & 765kV Jabalpur Pooling Station extension under Vindhyachal-V Project; (ii) 765kV Jabalpur Pooling Station extension under Part-A of TS for Gadarwara STPS of NTPC & (iii) 765kV Solarpur Substation Extension & 400kV Parli (PG) Switching station extension under WRSS-XV of PGCIL.

On-Shore Supply, Service and Off-Shore contract for GIS Substation package ASM-SS04 under NER Power System Improvement Project – World Bank Funded: Intra-State-Assam of PGCIL.

Contract for Supply and Service of Substation Package-SS02 (AIS) for (i) Extension of 400kV Tuticorin substation under connectivity with Kundankulam 3 & 4 (2x1000 MW) with Inter-state Transmission System (ii) Extension of 400/220kV NP Kunta Substation (with 4 nos. of 220kV line bays) under Transmission system for Ultra Mega Solar Park in Anantpur Distt, AP-Part-B and (iii) Extension of 400/220kV NP Kunta Substation including supply of 1x500MVA, 400/220kV Autotransformer under Transmission system for Ultra Mega Solar Park in Anantpur Distt, AP-Part-C.


Energy Sale Business:

The difficult time for the Company’s renewable energy generation business is still continuing. Even though the sign of revival is seen recently, much more need to be done by the policy making Authorities to encourage the renewable energy sector. The Company sold 55.24 million units of energy (power) during 2015-16, earning revenue of Rs. 1,856.22 lakhs.

There was no change in the nature of business of the Company during the year under review.

Material Changes and Commitments

No material changes have occurred subsequent to the close of the financial year of the Company to which the Balance Sheet relates and the date of this report that have any effect on the financial position of the Company.

Significant and material Orders by Regulators

No significant and material orders have been passed by any regulators or courts or tribunals impacting the going concern status and company’s operations in future.

Internal Financial Control

The Company has adequate internal financial controls in place to manage its affairs. Proper policies and procedures are adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information and the same is reviewed at regular intervals depending upon the situation of the business of the Company.
 
Subsidiaries & Associates
Material Subsidiary:
Your Company has one material non-listed subsidiary namely Simran Wind Project Limited (SWPL).SWPL is engaged in the business of green power generation with a capacity of 117.9 MW spreading across Tamilnadu and Karnataka and has generated 132.90 million units during the year under review and earned revenue of Rs. 6,436.69 lakhs.
Pursuant to provisions of section 129(3) of the Act, a statement containing salient features of the financial statements of the Company’s subsidiary in Form AOC-1 is attached to the financial statements of the Company.
Non-material Subsidiary:
Your company has the following non-material non-listed subsidiaries namely: Techno Infra Developers Private Limited, Techno Green Energy Private Limited, Techno Clean Energy Private Limited and Techno Wind Power Private Limited and one Associate Company namely, Patran Transmission Company Ltd. (PTCL).PTCL which was awarded as a concession from PFC Consulting as a BOOM project to the Company to build the transmission network in Punjab shall be commissioned by mid-June, 2016.
The Annual Reports of the subsidiary companies are not attached to the Annual report, however, the same shall be made available to any member for inspection at the Registered Office / Corporate Office of the Company during working hours. Relevant financial information of the Subsidiary/s have been disclosed in this Annual Report in compliance with the general circular.

Outlook & Opportunities

The power sector in the Country is undergoing transformational changes due to policy-level changes supported by effectiveness in implementing directives which has created enormous opportunities for various stakeholders. However, deep introspection on various aspects of the policy and regulatory interventions and their implication in the long run may be helpful in informed decision making and growth in the sector. Energy sector and secure energy are the key to economic growth, human developmental aspects like poverty reduction, employment generation etc., which is dependent on the certainty in policy-level interventions. The policymakers have initiated multiple steps in the recent past for the improvement in power sector and benefit of consumers that includes, amendment to the Electricity Act, uninterrupted power supply, Coal Mines Special provision Ordinance, Coal auction and allocation, Natural Gas auction, Integrated power Development Scheme, Deendayal Upadhyaya Gram Jyoti Yojna, renewable energy generation targets and massive transmission connectivity plans etc. which may have positive impact on secure fuel for power generation, bringing in efficiency and competition, enhancing renewable energy generation, increasing power supply to households, strengthening the Grid and generating business and employment opportunities. 

The aggressive approach by the Central Govt. to provide reliable, sustainable, secure and affordable power for all has brought remarkable change in the approach of the various players and stakeholders in the sector. Techno has positioned itself more favourably with its calculative and cautious approach and fared well in the year and expected to do much better in the coming years. 
Meetings of Directors

Board Meeting

During the year 2015-16, four meetings of the board were held. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

Independent Directors Meeting

The Independent Directors had met on February 06, 2016 to review the performance of non-independent directors and the Chairperson of the Company including overall assessment on the effectiveness of the Board in performing its duties and responsibilities. The Board comprises Members having expertise in Technical, Banking and Finance.

The Directors evaluate their performance and contribution at every Board and Committee Meetings based on their knowledge, experience and expertise on relevant fields vis-s-vis the business of the Company. 

Directors and Key Managerial Personnel

At present, the Board has Five Independent (Non-Executive) Directors, One Managing Director (Executive) and Two Non-Independent Non-Executive Directors.

None of the Independent Directors are due for re-appointment.

Re-appointments

The official term of Mr. Padam Prakash Gupta (holding DIN: 00055954) as Managing Director expires on 30th June, 2016. The Board of Directors at the meeting held on 28th May, 2016 have re-appointed him as Managing Director of the Company for a period of Three (3) years effective from 1st July, 2016, subject to the approval of the shareholders in the ensuing Annual General Meeting, on the terms and conditions as set out in the Agreement to be entered into between the Company on the one part and Mr. Padam Prakash Gupta on the other part.

Director retiring by rotation

Ms. Avantika Gupta, Non-Independent Non-Executive Director is liable to retire by rotation at the ensuing Annual General Meeting and seeking re-appointment be re-appointed by the shareholders. A brief profile of Ms. Avantika Gupta is given below:

Ms. Avantika Gupta, aged about 26 years residing at 2B, Hastings Park Road, Block – C, Alipore, Kolkata – 700027 is a Bachelor of Science (Economics & Finance) with Minor in Accountancy and Creative Writing from Bentley University in Waltham, Massachusetts, U.S.A with financial and commercial knowledge and experience of more than 3 years.

Statement on declaration by independent directors

The Company has received Statement on declaration from each independent director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached with the report as a separate annexure.

Board Evaluation

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (“SEBI Listing Regulations”).

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.



Policy on directors’ appointment and remuneration and other details

The Company’s policy on directors’ appointment and remuneration and other matters provided in section 178(3) of the Act is available on our website (http://www.techno.co.in/Content/SEBI_CODE/Nomination_and_Remuneration_Policy.pdf). There has been no change in the policy since the last fiscal year in the corporate governance report, which forms part of this report.

Listing Agreement

The Securities and Exchange Board of India (SEBI), on September 2, 2015, issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations were effective December 1, 2015. Accordingly, all listed entities were required to enter into the Listing Agreement within six months from the effective date. The Company has entered into the new Listing Agreement with BSE Limited and the National Stock Exchange of India Limited during December 2015.

Directors’ Responsibility Statement

Your Directors confirm:

That in the preparation of the annual accounts, the applicable Accounting Standards were followed, along with proper explanation relating to material departures;

That the selected accounting policies are reasonable and prudent so as to give a true and fair view of the Company’s state of affairs and profit at the end of the financial year, and applied them consistently;

That proper and sufficient care was taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the Company’s assets and for preventing and detecting fraud and other irregularities;

That the accounts for the period ended March 31, 2016 are on a going-concern basis.

That proper internal financial control has been laid down and followed by the company and that such internal financial controls are adequate and are operating effectively.

That proper system has been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.


Nomination and Remuneration Committee and Policy

The Nomination and Remuneration Committee of the Board comprising three independent directors has formulated the policy for appointment of Directors and Key Managerial Personnel and determination of remuneration including the criteria for determining qualification, positive attributes independence of a director and other matters as provided under sub-section (3) of section 178 of the Companies Act, 2013. In terms of the Policy, the non-executive directors and the independent directors shall not receive any remuneration, except the sitting fees for attending meetings of the Board and its Committees. During the year under review, the Committee had not recommended appointment or remuneration of any Directors or Managerial Personnel.


Corporate Social Responsibility (CSR)

The CSR Committee constituted by the Board has formulated the CSR Policy. In adherence to the CSR Policy, the Company has contributed Rs. 2.00 crores to Indian Institute of Management, Ahmedabad which contribution is coming under item (v) of Schedule VII (i.e. protection of National heritage, including restoration of buildings of historical importance and works etc. A detail report on the CSR activities and expenditures is annexed to this report.


Risk Management Committee and Policy

The Company has a Risk Management Committee comprising of three directors. The purpose of risk management committee of the Board of Directors shall be to assist the Board in fulfilling its corporate governance oversight responsibilities with regard to the identification, evaluation and mitigation of operational, strategic and external environment risks. The committee has overall responsibility for monitoring and approving the risk policies and associated practices of the company. The risk management committee is also responsible for reviewing and approving risk disclosure statements in any public documents or disclosures. The role and responsibility of the Risk Management Committee has been briefly mentioned in the Corporate Governance Report.

Vigil Mechanism

The Company has established the vigil mechanism and formulated the Whistleblower policy which intends to cover serious concerns that could have grave impact on the operations and performance of the business of the Company. The policy neither releases employees from their duty of confidentiality in the course of their work, nor can it be used as a route for raising malicious or unfounded allegations against people in authority and / or colleagues in general.

Audit Committee

The Company has duly constituted Audit Committee in place with 4 independent directors as its members. The Audit Committee had met four times during the year under review. The details of the committee including its role and responsibilities are given in the Corporate Governance Report.

Deposits

The Company has not accepted any deposits from public or others during the year under review.

Auditors

The present Auditors, M/s. S. S. Kothari & Co., Chartered Accountants, hold office till the conclusion of the 14th Annual General Meeting subject to ratification at every Annual General Meeting. Therefore, the appointment of the Auditors of the Company shall be ratified at the ensuing Annual General Meeting. The Auditors have conveyed their eligibility to continue with the appointment.

Auditors Report

The Directors believe that there is no qualification, reservation or adverse remarks or disclaimer made by the Statutory Auditors on the Annual Financial Statements of the Company for the year ended March 31, 2016.




Secretarial Audit Report

The Secretarial Auditor, Babulal Patni, Company Secretary have carried out the Secretarial Audit for the year ended March 31, 2016 as required under the Companies Act, 2013 and the audit report is attached to this Directors Report. There is no qualification, reservation, adverse remark or disclaimer by the Secretarial Auditor in its report that requires explanation or comments by the Board.

Cost Audit

The Cost Auditor, Mr. Saibal Sekhar Kundu, Cost Accountant had conducted the audit of Cost records maintained by the Company to the extent applicable under law and had submitted his report for the year 2014-15 to the Board during the year under review.

The Cost Audit for the year under review is conducted on time and the Report for the year ended March 31, 2016 will be forwarded to the Central Government within the statutory time limit.

The Board of Directors had reappointed Mr. Saibal Sekhar Kundu, Cost Accountant, of E7/7 Karunamoyee Housing Estate, Salt Lake City, Kolkata - 700 091 bearing Membership No. 9379, as the cost auditors of the Company under section 148 of the Companies Act, 2013 for 2016-17.

Extract of Annual Return

In accordance with Section 134(3)(a) of the Companies Act, 2013, (as amended) an extract of the annual return in the prescribed format is attached to this report.

Share Capital

There was no change in the share capital of the Company during the year under review. The Company has not issued any shares with differential voting rights, sweat equity, shares under stock option schemes etc. and also has not made any provision of money for purchase of its own shares by employees or by trustees for the benefit of employees.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee had met once to looks after the Grievances of Stakeholders. One grievance was received in the year under review that required the attention of the Committee for resolution. The grievance was examined by the Committee and necessary direction was issued to resolve the same. Subsequently, the grievance was resolved. However, no complaints / grievances were received through SCORES during the year under review.

Investor Education and Protection Fund

The Company has transferred a sum of Rs.1,14,162/-, being the unpaid / unclaimed dividend for the year ended March 31, 2008, to the Investor Education and Protection Fund on September 01, 2015 after giving prior intimation to the claimants well before time of transfer. The dividend for the year ended March 31, 2009 that remains unpaid / unclaimed is due for transfer in the current year which can be claimed by September 30, 2016.

Particulars of Employees

The relation between the employees and the management continued to be cordial and stable at all levels. Your Directors wish to place on record their appreciation for the devoted services of all the Company’s executives and staff.

During the year, no employee was in receipt of remuneration of or in excess of the amount prescribed under the Companies Act, 2013. The particulars of employees pursuant to Section 134(3)(q) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report.

Disclosure requirements

As per SEBI Listing Regulations, corporate governance report with auditors’ certificate thereon and management discussion and analysis are attached, which form part of this report.

With reference to the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2015read withCircular No. SEBI/LAD-NRO/GN/2015-16/27 dated 22nd December,2015, the Company shallprovide the Business Responsibility Report (BRR) as part of the Annual Report. In compliance with the regulation, we will provide the BRR as part of our Annual Report in the next financial year.

Corporate Governance

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 a report on Corporate Governance and a Certificate from Mr. Murari Pasayat, Company Secretary in Whole-time Practice (Membership No. 32664, C.P. NO: 12963), Partner, M/s. DS & Associates LLP, confirming compliance with the requirements of the Corporate Governance is attached to this report.

Particulars of Loans and Guarantees

The Company has not given any loans or guarantee for loans taken by others under Section 186 of the Companies Act, 2013 and also not made any investments beyond the limits prescribed under the aforesaid section during the year.

Particulars of Contracts or Arrangements with Related Parties:

The Company has not entered into any contract or arrangement with related parties during the year under review. However, some minor business transactions entered into with related parties have been disclosed in the notes to the annual accounts which form part of the Annual Report. 

Management Discussion and Analysis

A management discussion and analysis report is annexed and forms an integral part of the annual report.

Acknowledgements

Your Directors wish to express their gratitude to the shareholders, various customers and their consultants, different government departments and the Company’s bankers for their continued support to the Company. The Directors look forward to their support in future.

For and on behalf of the Board of Directors



(P.P.Gupta)
Chairman
Place :  Kolkata,
Date :  May 28, 2016









Annexures to the Directors Report

Annexure I

Particulars pursuant to Section 134(3) of the Companies Act, 2013

CONSERVATION OF ENERGY
As the Company’s activities do not involve, by and large, any significant level of energy consumption, no comments are necessary in respect of energy conservation and reduction of energy consumption. In any event, continuous efforts are made to conserve energy to the extent possible.

TECHNOLOGY ABSORPTION
As per Form B given as hereafter
FORM – B
Disclosure of particulars with respect to technology absorption forming part of the Directors’ Report for the year ended March 31, 2016

Technologies absorbed:
Research & development (R & D)

Specific areas in which R&D was carried out
by the Company   : NIL

2. Benefit derived as a result of the above R&D    : N.A.

3. Future plan of action   : None

4. Expenditure on R & D         : N.A.

5. Technology absorption, adaptation   : Constant efforts are made by
the Company to develop cost-                                                           effective new systems/technologies.

C. FOREIGN EXCHANGE EARNING AND OUTGO

Foreign exchange earning - Rs.1753.45 lakhs

Foreign exchange outgo - Rs.137.76 lakhs

CIF Value of Imports - Rs.2090.33 lakhs

For and on behalf of the Board of Directors

(P.P.Gupta)
Chairman
Place :  Kolkata,
Date :  May 28, 2016




Annexure II

Statement on declaration given by the independent director under sub-section (6) of section 149 of the Companies Act, 2013

The Board comprises five Independent Directors who have submitted declaration in individual capacity as follows:

He is an Independent Director and a person of integrity and possesses relevant expertise and experience;

(i) He is or was not a promoter of the company or its holding, subsidiary or associate company;
(ii) He is not related to promoters or directors in the company, its holding, subsidiary or associate company;

He has or had no pecuniary relationship with the company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

None of his relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

He neither himself nor any of his relatives—

(i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the current financial year;

(ii) is or has been an employee or proprietor or a partner, in any of the three financial years  immediately preceding the current financial year of—

a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent or more of the gross turnover of such firm;

(iii) holds together with his relatives two per cent or more of the total voting power of the company;

or

(iv) is a Chief Executive or director, by whatever name called, of any non-profit organisation that receives twenty-five percent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent. or more of the total voting power of the company.








Annexure III


BABU LAL PATNI     51, NALINI SETT ROAD
COMPANY SECRETARY                  5TH FLOOR, ROOM NO 19
                                      KOLKATA – 700 007
                                              TEL NO: 2259-7715/6
                                              Mail id: patnibl@yahoo.com

                                                                 

FORM No MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2016
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]
To,
The Members,
Techno Electric & Engineering Company Limited
P-46A, Radha Bazaar Lane, 4th Floor
Kolkata-700001

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Techno Electric & Engineering Company Limited (hereinafter called the company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Techno Electric & Engineering Company Limited’s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31st March, 2016 complied with the statutory provisions listed hereunder and also the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by Techno Electric & Engineering Company Limited (“the company”) for the financial year ended on 31st March, 2016 according to the provisions of:
i) The Companies Act, 2013 (the Act) and the rules made thereunder;
ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings.
v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;
c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 – Not applicable during the year.
d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 – Not applicable during the year.
e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 – Not applicable during the year.
f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 – Not applicable during the year.
h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 – Not applicable during the year.
vi) I have been informed that no other sector / industry specific law is applicable to the Company.
I have also examined compliance with the applicable clauses of the following:
i) Secretarial Standards issued by The Institute of Company Secretaries of India.
ii) The Listing Agreements entered into by the Company with National Stock Exchange and Bombay Stock Exchange.
      iii) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations:
-NIL-



I further report that
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. There was no change in the composition of Board of Directors during the year.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting membersRs. views, if any, are captured and recorded as part of the minutes.
I further report that there are adequate systems and process in the company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
I further report that during the Audit period there was no specific events/actions having a major bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc., referred to above.
Place: Kolkata                           Sd/- 

Dated: 22nd April, 2016                   Name: BABU LAL PATNI
                              Company Secretary in practice
                                                   FCS No   : 2304
Note:                                               C.P. No.  : 1321

This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.















BABU LAL PATNI          51, NALINI SETT ROAD
COMPANY SECRETARY                      5TH FLOOR, ROOM NO 19
                                    KOLKATA – 700 007
                                                  TEL NO: 2259 7715/6
                                                  Email ID: patnibl@yahoo.com                                                                        
‘Annexure A’
To,
The Members,
Techno Electric & Engineering Company Limited
P-46A, Radha Bazaar Lane, 4th Floor
Kolkata-700001

My report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of the company. My responsibility is to express an opinion on these secretarial records based on my audit.
2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis of my opinion.
3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.
4. Where ever required, I have obtained the Management representation about the compliance of laws, rules, and regulations and happenings of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.
Sd/-
Babu Lal Patni
Practicing Company Secretary
Membership No- 2304
Certificate of Practice Number-1321

Date:  22nd April, 2016
Place: Kolkata





Annexure IV

Extract of Annual Return
Refer the attached Excel Sheet and insert

Annexure V

Particulars of Employees pursuant to Section 134(3)(q) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Annexure VI

List of Policies available in the Website of the Company i.e. www.techno.co.in>Investors>Codes&Policies



1. Nomination and Remuneration Policy;
2. CSR Policy;
3. Whistle Blower Policy;
4. Policy on Related Party Transactions;
5. Policy for Material Subsidiary.

Financial Performance Your Company has registered comparatively a better financial performance for the year ended March 31, 2016. Brief financial details of its EPC business and Power Generation business are provided below: (Rs. in Lakhs) Year ended March 31, 2016 Year ended March 31, 2015 Profit before finance cost and depreciation 18627.83 13692.03 Less : Finance Cost 2081.10 2021.60 Depreciation 1363.11 1350.27 Profit before tax 15183.62 10320.16 Provision for taxation 2715.86 1852.95 Profit after taxation 12467.76 8467.21 Balance brought forward from previous year 211.00 65.09 12678.76 8532.30 Appropriations Depreciation of Assets on expiry of useful life - 16.65 Interim dividend paid during the year 1712.74 1427.28 Proposed final dividend 1141.82 856.37 Provision for tax on proposed dividend 236.64 21.00 Transfer to Debenture Redemption Reserve 1000.00 500.00 Transfer to general reserve 8000.00 5500.00 Surplus carried to balance sheet 587.56 211.00 12678.76 8532.30

A. CONSERVATION OF ENERGY As the Company’s activities do not involve, by and large, any significant level of energy consumption, no comments are necessary in respect of energy conservation and reduction of energy consumption. In any event, continuous efforts are made to conserve energy to the extent possible.

B. TECHNOLOGY ABSORPTION As per Form B given as hereafter FORM – B Disclosure of particulars with respect to technology absorption forming part of the Directors’ Report for the year ended March 31, 2016 Technologies absorbed: Research & development (R & D) 1. Specific areas in which R&D was carried out by the Company : NIL 2. Benefit derived as a result of the above R&D : N.A. 3. Future plan of action : None 4. Expenditure on R & D : N.A. 5. Technology absorption, adaptation : Constant efforts are made by the Company to develop cost- effective new systems/technologies.

FOREIGN EXCHANGE EARNING AND OUTGO Foreign exchange earning - Rs.1753.45 lakhs Foreign exchange outgo - Rs.137.76 lakhs CIF Value of Imports - Rs.2090.33 lakhs

Directors’ Responsibility Statement Your Directors confirm: a) That in the preparation of the annual accounts, the applicable Accounting Standards were followed, along with proper explanation relating to material departures; b) That the selected accounting policies are reasonable and prudent so as to give a true and fair view of the Company’s state of affairs and profit at the end of the financial year, and applied them consistently; c) That proper and sufficient care was taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the Company’s assets and for preventing and detecting fraud and other irregularities; d) That the accounts for the period ended March 31, 2016 are on a going-concern basis. e) That proper internal financial control has been laid down and followed by the company and that such internal financial controls are adequate and are operating effectively. f) That proper system has been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.